<PAGE> 1
As filed with the Securities and Exchange Commission December 20, 1996
Registration Statement No. 33-______
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Dana Corporation
--------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia
--------------------------------------------
(State or other jurisdiction of incorporation or organization)
34-4361040
--------------------------------------------
(I.R.S. Employer Identification No.)
4500 Dorr Street, Toledo, Ohio 43615, 419-535-4500
--------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Martin J. Strobel, Secretary, Dana Corporation
4500 Dorr Street, Toledo, OH 43615, 419-535-4500
--------------------------------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effectiveness of this registration statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
TITLE OF SHARES AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED MAXIMUM MAXIMUM REGISTRATION
AGGREGATE AGGREGATE FEE
PRICE PER UNIT OFFERING PRICE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $30.625(1) $30,625,000(1) $9,280.30(1)
(par value $1 shares and
per share) related
Preferred Share
Purchase Rights
- -----------------------------------------------------------------------------------------------
<FN>
(1) Based on a price of $30.625 per share, the average of the high and low prices
per share reported on the New York Stock Exchange Composite Transactions Index
on December 16, 1996.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 3
PROSPECTUS
DANA CORPORATION
1,000,000 SHARES OF COMMON STOCK
(PAR VALUE $1 PER SHARE)
This Prospectus has been prepared for use in connection with the sale of
1,000,000 shares (the "Shares") of common stock, par value $1 per share ("Common
Stock") of Dana Corporation ("Dana" or the "Company") by the Dana Corporation
Pension Plans Trust (the "Trust").
The sale of the Shares is not being underwritten. The Trust will sell the Shares
from time to time in transactions on the New York, Pacific and/or International
(London) Stock Exchanges, in negotiated transactions and/or through the writing
of options on the Shares, at market prices prevailing at the time of sale, fixed
prices which may be changed, negotiated prices, or pursuant to Rule 144 (if
available). The Trust may sell the Shares directly to purchasers or to or
through broker-dealers. The broker-dealers may act as agents or as principals,
including in block trade transactions (in which the broker-dealer attempts to
sell the Shares as an agent but may position and resell a portion of the block
as a principal to facilitate the transaction), in purchases as principals for
resale for their own accounts, in ordinary brokerage transactions, and in
transactions in which they solicit purchasers. The broker-dealers may arrange
for other brokers or dealers to participate in such sales. The broker-dealers
may receive compensation in the form of discounts, concessions, or commissions
from the Trust and/or from the purchasers of the Shares for whom they act as
agents or to whom they sell as principals, and the compensation received by any
particular broker-dealer may exceed customary commissions. The Trust will not
sell or distribute the Shares other than as described herein until this
Prospectus has been amended or supplemented to set forth the terms of such
transactions, if required.
The average of the high and low prices of the Company's Common Stock reported on
the New York Stock Exchange Composite Transactions Index on December 16, 1996,
was $30.625 per share.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------
The date of this Prospectus is ____, 1996.
<PAGE> 4
AVAILABLE INFORMATION
Dana is subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material also can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements, and other information filed
electronically by the Company at (http://www.sec.gov).
In addition, reports, proxy statements and other information concerning the
Company can be inspected at the exchanges on which the Common Stock is listed:
The New York Stock Exchange, 20 Broad Street, New York, New York 10005; The
Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104; and
The International (London) Stock Exchange, London EC2N 1HP.
Copies of documents incorporated in this Prospectus by reference but not
delivered herewith (except the exhibits to such documents, unless specifically
incorporated herein by reference) may be obtained without charge upon written or
oral request, from Martin J. Strobel, Secretary, Dana Corporation, P.O. Box
1000, Toledo, Ohio 43697 (telephone number: 419-535-4500).
Dana has filed a registration statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement") with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, in connection with the offers
contained in this Prospectus. This Prospectus does not constitute an offering by
any person in any state or jurisdiction in which such offering may not lawfully
be made. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of Dana since the respective dates as of which information
is given herein.
2
<PAGE> 5
THE COMPANY
Dana's principal executive offices are at 4500 Dorr Street, Toledo, Ohio 43615.
The mailing address is P.O. Box 1000, Toledo, Ohio 43697. The telephone number
is 419-535-4500.
THE SELLING SECURITY HOLDER
This Registration Statement covers the resale of 1,000,000 Shares which the
Company has contributed to the Dana Corporation Pension Plans Trust (the
"Trust"), a tax-qualified trust which holds the assets for most of the Company's
defined benefit pension plans. The Company makes contributions to the Trust from
time to time in amounts that are not less than the minimum amount required
under, or more than the maximum deductible amount permitted by, Section 412 of
the Internal Revenue Code. The Shares are the only Dana Common Stock owned by
the Trust and after they are sold, the Trust will not own any Dana Common Stock.
The Shares are held in the custody of The Northern Trust Company ("Northern
Trust"), 50 South LaSalle Street, Chicago, IL 60675, as the trustee for the
Trust under a Trust Agreement made with the Company in 1979 (the "Trust
Agreement"). Dana currently has ongoing banking relationships with Northern
Trust in the ordinary course of business and expects to continue to have such
relationships in the future. Currently, Dana has both committed and uncommitted
bank lines of credit and medium term loans with Northern Trust and Northern
Trust provides operational (lockbox) services to Dana's Benefit Services Group.
The Shares are held in a separate investment account managed by an independent
investment adviser appointed by the Company. The investment adviser has sole
authority to manage the Shares, subject to investment guidelines agreed to with
the Company, and the sole power to vote and to dispose of the Shares.
The investment adviser is the investment manager for one other separate
investment account containing Trust assets. Except as described herein, there
are no material relationships between the Company and either Northern Trust or
the investment adviser.
PLAN OF DISTRIBUTION
The sale of the Shares is not being underwritten. The Trust will sell the Shares
from time to time in transactions on the New York, Pacific and/or International
(London) Stock Exchanges, in negotiated transactions and/or through the writing
of options on the Shares, at market prices prevailing at the time of sale, fixed
prices which may be changed, negotiated prices, or pursuant to Rule 144 (if
available). The Trust may sell the Shares directly to purchasers or to or
through broker-dealers. The broker-dealers may act as agents or as principals,
including in block trade transactions (in which the broker-dealer attempts to
sell the Shares as an agent but may position and resell a portion of the block
as a principal to facilitate the transaction), in purchases as principals for
resale for their own accounts, in ordinary brokerage transactions, and in
transactions in which they solicit purchasers. The broker-dealers may arrange
for other brokers or dealers to participate in such sales. The broker-dealers
may receive compensation in the form of discounts, concessions, or commissions
from the Trust and/or from the purchasers of the Shares for whom they act as
agents or to whom they
3
<PAGE> 6
sell as principals, and the compensation received by any particular
broker-dealer may exceed customary commissions. The Trust will not sell or
distribute the Shares other than as described herein until this Prospectus has
been amended or supplemented to set forth the terms of such transactions, if
required.
USE OF PROCEEDS
Dana will receive no part of the proceeds of the sale of the Shares.
LEGAL MATTERS
The validity of the Shares will be passed upon for Dana by Hunton & Williams,
Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia 23219.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are hereby incorporated into this Prospectus by
reference:
(1) Dana's Annual Report on Form 10-K for the fiscal year ending December
31, 1995;
(2) Dana's reports on Form 10-Q for the quarterly periods ending March 31,
1996, June 30, 1996, and September 30, 1996; and
(3) The material under the captions "Description of Registrant's Securities
to be Registered" in Dana's Application for Registration of Certain
Classes of Securities Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934 on Form 8-A, dated on or about July 12,
1946, as amended by the Company's Amendment to Application or Report on
Form 8, dated August 8, 1991, and "Description of Capital Stock" in the
Company's registration statement on Form S-3 filed on May 13, 1992.
All documents subsequently filed by Dana pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act from the date hereof to the termination of the
offering of the securities covered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
4
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Dana's direct expenses in connection with the issuance and distribution of the
securities to be registered hereunder are Commission filing fees of $9,280.30;
listing fees for the New York, Pacific and International (London) Stock
Exchanges estimated at approximately $11,000; legal expenses estimated at
approximately $3,000; and accounting expenses estimated at approximately
$1,000. The Trust will not pay any of these expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 10 of the Virginia Stock Corporation Act (Section 13.1-1 of the Code of
Virginia, as amended) authorizes the indemnification of Dana's directors and
officers. Pursuant to such authority, the Company's shareholders have approved
the SIXTH Article of the Company's Restated Articles of Incorporation, which
provides as follows:
"SIXTH: 1. In this Article:
'applicant' means the person seeking indemnification pursuant
to this Article.
'expenses' includes counsel fees.
'liability' means the obligation to pay a judgment,
settlement, penalty, fine, including any excise tax assessed with
respect to an employee benefit plan, or reasonable expenses incurred
with respect to a proceeding.
'party' includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.
'proceeding' means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.
"2. In any proceeding brought by a shareholder of the
Corporation in the right of the Corporation or brought by or on behalf
of shareholders of the Corporation, no director or officer of the
Corporation shall be liable to the Corporation or its shareholders for
monetary damages in excess of $50,000.00 with respect to any
transaction, occurrence or course of conduct, whether prior or
subsequent to the effective date of this Article, except for liability
resulting from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law.
II-1
<PAGE> 8
"3. The Corporation shall indemnify any person who was or is a
party to any proceeding, including a proceeding brought by a
shareholder in the right of the Corporation or brought by or on behalf
of shareholders of the Corporation, by reason of the fact that he is or
was a director or officer of the Corporation against any liability
incurred by him in connection with such proceeding unless he engaged in
willful misconduct or a knowing violation of the criminal law.
"4. The provisions of this Article shall be applicable to all
proceedings commenced on or after the effective date hereof, arising
from any act or omission, whether occurring before or after such
effective date. The effective date of this Article shall be the date on
which the State Corporation Commission of the Commonwealth of Virginia
issues a Certificate of Amendment with respect hereto. No amendment or
repeal of this Article shall have any effect on the rights provided
under this Article with respect to any act or omission occurring prior
to such amendment or repeal. The Corporation shall promptly take all
such actions, and make all such determinations, as shall be necessary
or appropriate to comply with its obligation to make any indemnity
under this Article and shall promptly pay or reimburse all reasonable
expenses, including attorneys' fees, incurred by any such director,
officer, employee or agent in connection with such actions and
determinations or proceedings of any kind arising therefrom.
"5. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its
equivalent, shall not of itself create a presumption that the applicant
did not meet the standard of conduct described in Section 2 or 3 of
this Article.
"6. Any indemnification under Section 3 of this Article
(unless ordered by a court) shall be made by the Corporation in
accordance with the procedures set forth in Section 13.1-701 of the
Virginia Stock Corporation Act as in effect from time to time, except
that in the event there has been a change in the composition of a
majority of the Board of Directors after the date of (i) the alleged
act or omission or (ii) commencement of a continuing act or omission
with respect to which indemnification is claimed, any determination as
to indemnification and advancement of expenses with respect to any
claim for indemnification made pursuant to this Article shall be made
exclusively by special legal counsel agreed upon by the Board of
Directors and the applicant. If the Board of Directors and the
applicant are unable to agree upon such special legal counsel, the
Board of Directors and the applicant each shall select a nominee, and
the nominees shall select such special legal counsel.
"7. (a) The Corporation shall pay for or reimburse the
reasonable expenses incurred by any applicant who is a party to a
proceeding in advance of final disposition of the proceeding or the
making of any determination under Section 3 if the applicant furnishes
the Corporation:
II-2
<PAGE> 9
(i) a written statement of his good faith belief that
he has met the standard of conduct described in Section 3; and
(ii) a written undertaking, executed personally or on
his behalf, to repay the advance if it is ultimately determined that he
did not meet such standard of conduct.
(b) The undertaking required by paragraph (ii) of
subsection (a) of this section shall be an unlimited general obligation
of the applicant but need not be secured and may be accepted without
reference to financial ability to make repayment.
(c) Authorizations of payments under this section shall
be made in accordance with the procedure specified in Section 6.
"8. The Board of Directors is hereby empowered, by majority
vote of a quorum consisting of disinterested Directors, to cause the
Corporation to indemnify, or to agree in advance to indemnify, by Bylaw
provision or agreement any person who was, is or may become a party to
any proceeding, by reason of the fact that he is or was an employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, to the same extent as if such person were
specified as one to whom indemnification is granted in Section 3. The
provisions of Sections 4 through 7 of this Article shall be applicable
to any indemnification provided hereafter pursuant to this Section 8.
"9. Every reference herein to directors, officers, employees
or agents shall include former directors, officers, employees and
agents and their respective heirs, executors and administrators. The
indemnification hereby provided and provided hereafter pursuant to the
power hereby conferred by this Article on the Board of Directors shall
not be exclusive of any other rights to which any person may be
entitled, including any right under policies of insurance that may be
purchased and maintained by the Corporation or others, with respect to
claims, issues or matters in relation to which the Corporation would
not have the power to indemnify such person under the provisions of
this Article. Such rights shall not prevent or restrict the power of
the Corporation to make or provide for any further indemnity, or
provisions for determining entitlement to indemnity, pursuant to one or
more indemnification agreements, bylaws, or other arrangements
(including, without limitation, creation of trust funds or security
interests funded by letters of credit or other means) approved by the
Board of Directors (whether or not any of the directors of the
Corporation shall be a party to or beneficiary of any such agreements,
bylaws or arrangements); PROVIDED, HOWEVER, that any provision of such
agreements, bylaws or other arrangements shall not be effective if and
to the extent that it is determined to be contrary to this Article or
applicable laws of the Commonwealth of Virginia.
II-3
<PAGE> 10
"10. Each provision of this Article shall be severable, and an
adverse determination as to any such provision shall in no way affect
the validity of any other provision."
Dana carries a primary Directors and Officers Liability insurance policy with
the Federal Insurance Company, a member of the Chubb Group of Insurance
Companies, and an excess policy with X. L. Insurance Company, Ltd.
Collectively, these policies provide an annual liability limit of $50 million
with a deductible of $5 million per loss for executive indemnification. The
policies cover, among other persons, directors, elected officers, and certain
appointed officers of the Company and its subsidiaries, either on a direct
basis or to reimburse the Company and its subsidiaries for amounts they expend
in indemnification of such covered individuals where permitted or required by
law. Subject to the deductible, the insurers will pay, on behalf of the covered
persons or the Company and its subsidiaries, all covered costs incurred up to
$50 million as a result of any error, misstatement, misleading statement, act,
omission, neglect, or breach of duty by the covered persons. There is no
coverage for certain acts, such as purchases or sales of securities in
violation of Section 16(b) of the Securities Exchange Act, deliberately
fraudulent or willful violations of any statute or regulation, illegal personal
gain, or acts involving bodily injury or death of a person.
ITEM 16. EXHIBITS.
4-A* Restated Articles of Incorporation (filed by reference to
Exhibit 4 to Registrant's Form 8-A/A, Amendment No. 3, dated
December 24, 1994)
4-B Single Denomination Stock Certificate (at pages II-9 and II-10)
5 Opinion of Hunton & Williams (at page II-11)
23-A Consent of Price Waterhouse LLP (at page II-12)
23-B Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney (at page II-13)
* Incorporated by reference.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
II-4
<PAGE> 11
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toledo, State of Ohio, on December 19, 1996.
DANA CORPORATION (Registrant)
By: /s/ Martin J. Strobel
------------------------------
Martin J. Strobel
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Chief Executive Officer and Director:
/s/ Southwood J. Morcott December 19, 1996
-------------------------------------
Southwood J. Morcott
Chief Financial Officer:
/s/ James E. Ayers December 19, 1996
-------------------------------------
James E. Ayers
Chief Accounting Officer:
/s/ Charles W. Hinde December 19, 1996
-------------------------------------
Charles W. Hinde
II-6
<PAGE> 13
Directors:
* /s/ Benjamin F. Bailar December 19, 1996
-------------------------------------
Benjamin F. Bailar
* /s/ Edmund M. Carpenter December 19, 1996
-------------------------------------
Edmund M. Carpenter
* /s/ Eric Clark December 19, 1996
-------------------------------------
Eric Clark
* /s/ Glen H. Hiner December 19, 1996
-------------------------------------
Glen H. Hiner
* /s/ Marilyn R. Marks December 19, 1996
-------------------------------------
Marilyn R. Marks
* /s/ John D. Stevenson December 19, 1996
-------------------------------------
John D. Stevenson
* /s/ Theodore B. Sumner, Jr. December 19, 1996
-------------------------------------
Theodore B. Sumner, Jr.
*By /s/ Martin J. Strobel
-----------------------------------
Martin J. Strobel
Attorney-in-Fact
II-7
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
<S> <C> <C>
4-A* Restated Articles of Incorporation (filed by reference to Exhibit 4 to
Registrant's Form 8-A/A, Amendment No. 3, dated December 24, 1994)
4-B Single Denomination Stock Certificate II-9 and
II-10
5 Opinion of Hunton & Williams II-11
23-A Consent of Price Waterhouse LLP II-12
23-B Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney II-13
<FN>
* Incorporated by reference.
</TABLE>
II-8
<PAGE> 1
Exhibit 4-B
SINGLE DENOMINATION STOCK CERTIFICATE
Description of Front
--------------------
"Common Stock" and "Not More Than 100,000 Shares."
"No. _____"
Graphic image featuring a globe with the Dana diamond logo, two seated figures,
a stylized truck and stylized machinery.
"CUSIP 235811 10 6"
"DANA CORPORATION"
"This certificate is transferable in New York, N.Y. or in Toledo, Ohio."
"Incorporated under the laws of Virginia. See reverse for certain definitions."
"This certifies that _____ is the owner of _____ full paid and non-assessable
shares, of the par value of one dollar ($1) each of the common stock of Dana
Corporation (hereinafter referred to as the "Corporation"), transferable on the
books of the Corporation by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
and the shares represented hereby are issued and shall be held subject to all
the provisions of the Certificate of Incorporation, as amended, of the
Corporation (a copy of which is on file at the office of the Corporation), to
all of which the holder of this Certificate by acceptance hereof assents. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar."
"Witness the facsimile signatures of duly authorized officers of the
Corporation. Dated _____. Martin J. Strobel [facsimile signature], Secretary.
Southwood J. Morcott [facsimile signature], Chairman and Chief Executive
Officer."
"Countersigned and Registered: _____ ["ChaseMellon Shareholder Services, L.L.C."
or "National City Bank"], Transfer Agent and Registrar, By: _____ Authorized
Signature."
Description of Back
-------------------
"Dana Corporation"
"The Corporation will furnish to any stockholder upon request to the office of
the Corporation in Toledo, Ohio, and without charge, a full statement of the
designations, preferences, limitations and relative rights of the shares of each
class authorized to be issued and the variations in the relative rights and
preferences between the shares of
II-9
<PAGE> 2
each series of any preferred or special class authorized to be issued in series,
so far as the same have been fixed and determined, and the authority of the
Board of Directors to fix and determine the relative rights and preferences of
subsequent series of any preferred or special class."
"The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - _____ (Cust) Custodian _____ (Minor) under Uniform
Gifts to Minors Act _____ (State)
Additional abbreviations may also be used though not in the above
list."
"For value received, _____ hereby sell, assign and transfer unto
Please insert social security or other taxpayer identifying number of
assignee." [Block in which to insert number.]
-----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee])
_____ shares of the capital stock represented by the within Certificate
and do hereby irrevocably constitute and appoint _____ Attorney to
transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated _____."
_____ NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the certificate in every particular,
without alteration or enlargement or any change whatever."
"This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Dana Corporation and Chemical
Mellon Shareholder Services, L.L.C., dated as of April 25, 1996 (the "Rights
Agreement"), the terms of which are hereby incorporated herein by reference and
a copy of which is on file at the principal executive offices of Dana
Corporation. Under certain circumstances, as set forth in the Rights Agreement,
such Rights shall be evidenced by separate certificates and shall no longer be
evidenced by this certificate. Dana Corporation shall mail to the holder of this
certificate a copy of the Rights Agreement without charge after receipt of a
written request therefor. Under certain circumstances, as set forth in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) may become null and void."
II-10
<PAGE> 1
Exhibit 5
OPINION OF HUNTON & WILLIAMS
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
December 19, 1996
Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697
Gentlemen:
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-3 (the "Registration Statement") relating to 1,000,000
shares of Common Stock, $1 par value (the "Shares"), of Dana Corporation (the
"Company") and to the reference to us under "Legal Matters" in the Registration
Statement.
We have examined such certificates of the Company's officers and such evidence
of corporate action as we consider relevant as the basis for this opinion, and
are of the opinion that the issuance of the Shares has been duly and validly
authorized by the Board of Directors of the Company, no other corporate action
being necessary, and that when the Shares are issued to the Dana Corporation
Pension Plans Trust as described in the Registration Statement, they will be
legally issued, fully paid and nonassessable and no individual or personal
liability for the obligations of the Company will attach to the ownership of the
Shares.
Very truly yours,
HUNTON & WILLIAMS
II-11
<PAGE> 1
Exhibit 23-A
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 25, 1996, which appears on page 22 of the 1995 Annual Report to
Shareholders of Dana Corporation, which is incorporated by reference in Dana
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 17 of such Annual Report on Form
10-K.
PRICE WATERHOUSE LLP
Toledo, Ohio
December 19, 1996
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<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
The undersigned directors and/or officers of Dana Corporation ("Dana") hereby
appoint James E. Ayers, Sue A. Griffin, Charles W. Hinde, Southwood J. Morcott
and Martin J. Strobel, and each of them severally, their true and lawful
attorneys-in-fact to (i) execute, in their names and their capacities as
directors and/or officers of Dana, a registration statement on Form S-3, and any
and all amendments thereto, for the resale of 1,000,000 Dana Common Shares, $1
par value, to be issued to the Dana Corporation Pension Plans Trust or its
designee(s), and (ii) file such registration statement and amendments, on Dana's
behalf, with the Securities and Exchange Commission under the Securities Act of
1933, as amended.
This Power of Attorney automatically ends as to each appointee upon the
termination of his or her service with Dana.
In witness whereof, the undersigned have executed this instrument on October 21,
1996.
/s/ B. F. Bailar /s/ J. D. Stevenson
- ---------------------------------- -------------------------------------
B. F. Bailar J. D. Stevenson
/s/ E. M. Carpenter /s/ T. B. Sumner, Jr.
- ---------------------------------- -------------------------------------
E. M. Carpenter T. B. Sumner, Jr.
/s/ E. Clark /s/ J. E. Ayers
- ---------------------------------- -------------------------------------
E. Clark J. E. Ayers
/s/ G. H. Hiner /s/ C. W. Hinde
- ---------------------------------- -------------------------------------
G. H. Hiner C. W. Hinde
/s/ M. R. Marks /s/ S. A. Griffin
- ---------------------------------- -------------------------------------
M. R. Marks S. A. Griffin
/s/ S. J. Morcott /s/ M. J. Strobel
- ---------------------------------- -------------------------------------
S. J. Morcott M. J. Strobel
II-13
